Otaku Haven

# Intent — Formation, Governance, and Brand

Owner: James Whitfield
Last Updated: 2026-04-21

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## Purpose

Establish the foundational governance and brand identity documents for Otaku Haven LLC. These are the first documents any investor or partner reviews — they define who owns what, how decisions are made, and what the brand looks like. Every subsequent intent builds on the entity structure and brand identity established here.

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## Constraints

- Entity type is Texas LLC. All governance documents must reflect Texas Business Organizations Code requirements for LLCs.
- Ownership structure is fixed: 40% / 35% / 25% reserved. Documents must not invent additional ownership classes or terms not established in the reference data.
- Output format: Word (.docx) only for this intent.
- Output location: `Business Plan/01-Formation-and-Brand/`

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## Dependencies & Files

**Input files:**
- `trail/meta/files/Otaku_Haven_Reference_Data.md` — canonical fact set (entity, ownership, financial assumptions, location, digital presence)
- `trail/meta/files/Otaku_Haven_Document_Checklist.md` — master checklist for scope verification

**External dependencies:**
- None. This is the first intent. No prior deliverables exist.

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## Scope (In Scope)

1. Operating Agreement for a Texas LLC with two active members and a 25% reserved equity block
2. Ownership / Cap Table Summary showing current allocation and reserved equity
3. Brand Style Guide defining visual identity, logo usage, color palette, typography, and tone of voice for Otaku Haven

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## Out of Scope (Non-Goals)

- Certificate of Formation, DBA filing, Registered Agent Agreement, Initial Resolutions — these are acquired documents, not produced.
- Trademark filings or IP licensing agreements — acquired.
- Marketing materials, social media content, or advertising — those belong to later intents.
- Any legal advice or representation. These are fictional documents for a Trail test.

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## Assumptions

- The Operating Agreement follows standard Texas LLC conventions for a member-managed LLC.
- The 25% reserved equity block is unallocated and available for a future investor or partner. The Operating Agreement should address how this block can be issued but should not define specific terms for a hypothetical future investor.
- The Brand Style Guide defines the brand identity but does not produce actual logo artwork. It describes what the logo should look like, the color palette, and usage rules. Placeholder descriptions are acceptable where actual graphic assets would normally appear.
- Formation date of January 8, 2026 is established fact. All documents reference this date consistently.

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## Specifics

### Operating Agreement

Must cover at minimum:
- Entity name, formation date, registered agent, principal office
- Member names, equity percentages, and roles (Managing Member vs. Member)
- Capital contributions (reference the $250,000 startup budget and monthly owner contributions from reference data)
- Management structure (member-managed)
- Voting rights and decision-making thresholds
- Distributions policy
- Transfer restrictions and right of first refusal
- Reserved equity block provisions (how the 25% can be issued to a future member)
- Dissolution provisions
- Governing law (Texas)

### Ownership / Cap Table Summary

A one-page summary suitable for inclusion in an investor package. Must show:
- Current members, equity percentages, roles
- Reserved/unallocated equity
- Capital contribution amounts (from reference data)
- Date of formation

### Brand Style Guide

Must define:
- Brand name usage (Otaku Haven, Otaku Haven LLC, acceptable abbreviations)
- Logo description and usage rules (placement, minimum size, clear space, what not to do)
- Primary and secondary color palette with hex codes
- Typography selections (headings, body, accent)
- Tone of voice and brand personality (the brand sits at the intersection of anime fandom culture and curated retail — approachable, knowledgeable, community-driven)
- Application examples (signage, business cards, social media, packaging)
- The store is located in Austin, TX and the brand should reflect a local, community-oriented identity without being generic

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## Deliverables

1. `Operating-Agreement.docx` — complete Operating Agreement for Otaku Haven LLC
2. `Cap-Table-Summary.docx` — one-page ownership and capitalization summary
3. `Brand-Style-Guide.docx` — brand identity guidelines document

All deliverables written to `Business Plan/01-Formation-and-Brand/`

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## Acceptance Criteria

1. Operating Agreement references the correct entity name, formation date, EIN, registered agent, and principal office address from the reference data.
2. Operating Agreement correctly states ownership at 40% (James Whitfield, Managing Member), 35% (Kelli Nakamura, Member), and 25% reserved.
3. Operating Agreement addresses capital contributions consistent with the $250,000 startup budget and $2,000/month owner contributions in the reference data.
4. Cap Table Summary matches the Operating Agreement exactly — same names, percentages, roles, and contribution amounts.
5. Brand Style Guide includes color palette with hex codes, typography selections, and tone of voice guidelines.
6. All three documents use consistent entity naming, addresses, and dates.
7. No document invents facts not present in the reference data.

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## Notes

This intent produces the foundation that every subsequent intent references. The Operating Agreement establishes the legal structure. The Cap Table provides the investor-ready snapshot. The Brand Style Guide establishes the visual and verbal identity that all customer-facing documents in later intents must follow.

The Brand Style Guide produced here will be a dependency for Intent 7 (Customer, Marketing, Data, and Community) and should be referenced by the Manager when planning that intent.